{"url_path":"/sec/ostx/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1795091/0001213900-26-075013-index.html","accession_number":"0001213900-26-075013","cik":"0001795091","ticker":"OSTX","issuer_name":"OS Therapies Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1795091/0001213900-26-075013-index.html","primary_entity_key":"0001795091","primary_entity_name":"OS Therapies Inc"},"word_count":3373,"has_tables":true,"body_markdown":"**  **\n\n**Item 1.01. Entry into a Material Definitive\nAgreement.**\n\n** ** \n\nOn June 30, 2026, OS Therapies\nIncorporated (the “Company”), together with OS Animal Health Inc. (“OSAH”) and OS Therapies UK Ltd (“OSUK”\nand, collectively, the “Borrowers”), each a wholly owned subsidiary of the Company, entered into a securities purchase agreement\n(the “Purchase Agreement”) with Leonite Fund I, LP (the “Investor”), pursuant to which the Company agreed to issue\nand sell to the Investor, in a private placement (the “Private Placement”), a senior secured convertible promissory note in\nan aggregate principal amount of up to $10,000,000 (the “Note”). As additional consideration for the Investor’s purchase\nof the Note, the Company also agreed to issue to the Investor (i) 275,000 shares of the Company’s common stock (the “Commitment\nShares”) and (ii) a five-year warrant (the “Warrant”) to purchase up to 1,750,000 shares of the Company’s common\nstock (the “Warrant Shares” and, collectively with the Note, Commitment Shares and Warrant, the “Securities”).\n\n \n\n**Securities Purchase Agreement**\n\n \n\nPursuant to the Purchase Agreement,\nthe Investor agreed to purchase the Note in an aggregate principal amount of up to $10,000,000, to be funded in one or more tranches.\nEach funded tranche is subject to an original issue discount of 7.5%, which is included in the principal balance and earned only upon\nfunding of such tranche. The first tranche of $1,600,000 (less $35,000 retained by the Investor for legal fees and expenses) is expected\nto be funded on July 2, 2026. An additional $400,000 is to be funded within 14 days from the date the first tranche is funded, subject\nto adequate collateral as determined by the Investor. The remainder is to be funded in additional tranches at the sole discretion of the\nInvestor.\n\n \n\nThe Company intends to use\nthe net proceeds of the Private Placement to fund clinical development and regulatory activities, as well as for working capital and other\ngeneral corporate purposes.\n\n \n\nPursuant to the Purchase Agreement,\nthe Company has agreed not to issue, upon conversion of the Note, exercise of the Warrant or otherwise, shares of its common stock in\nexcess of 19.99% of the shares of the Company’s common stock outstanding as of June 30, 2026 to the extent such issuance would require\nstockholder approval under the applicable rules of the NYSE American, including Section 713 thereof, unless and until such stockholder\napproval has been obtained (the “exchange cap”). The Company has agreed to seek any such required stockholder approval by\nthe earlier of (i) 90 calendar days following the Closing Date (as defined in the Purchase Agreement) and (ii) its next regularly scheduled\nmeeting of stockholders.\n\n \n\nPursuant to the Purchase Agreement,\nthe Company has also agreed to file a resale registration statement covering the resale of all shares of the Company’s common stock\nissued or issuable pursuant to the transaction documents (including the Commitment Shares, Warrant Shares and any shares of common stock\nissuable upon conversion of the Note) within 90 days following the Closing Date and to cause such registration statement to be declared\neffective by the Securities and Exchange Commission (the “SEC”) within 180 days following the Closing Date.\n\n \n\nThe Purchase Agreement provides\nthe Investor with (i) a participation right, pursuant to which, during the period beginning on the issuance date of the Note and ending\non the later of (A) 18 months following the advance date of the most recent tranche and (B) the date the Note has been paid in full, the\nInvestor may participate in certain future offerings of the Company’s or its subsidiaries’ securities by purchasing securities\nin an amount equal to up to 100% of the then-outstanding principal amount of the Note on the same terms and conditions offered to other\ninvestors, (ii) a right of first refusal with respect to certain bona fide financing opportunities received by the Company or its subsidiaries\nwhile the Note remains outstanding, pursuant to which the Company is required to offer such financing opportunities to the Investor on\nthe same terms as those proposed by third parties, and (iii) rollover rights, pursuant to which the Investor may elect, in connection\nwith certain future public or private offerings of the Company’s equity, equity-linked or debt securities, to apply all or a portion\nof the then-outstanding principal amount of, and accrued but unpaid interest on, the Note, together with certain Company securities then\nheld by the Investor, as consideration for securities issued in such financing, in each case on the same terms as other participating\ninvestors, and subject, in the case of clauses (ii) and (iii), to certain exceptions.\n\n \n\nThe Purchase Agreement also\nprovides that, for so long as any amounts remain outstanding under the Note, the Investor has a most-favored-nation right with respect\nto future financings and certain amendments to existing securities, pursuant to which, if the Company or any subsidiary issues or proposes\nto issue any securities, or amends or proposes to amend any outstanding securities, containing terms that are more favorable to the holders\nof such securities than the terms provided to the Investor under the transaction documents (or terms not otherwise afforded to the Investor),\nthe Company is required to provide notice of such terms to the Investor and, at the Investor’s option, such more favorable terms\nwill be incorporated into the transaction documents, subject to certain exceptions.\n\n \n\n1\n\n \n\n**Terms of the Note**\n\n \n\nThe following summary of certain\nterms and provisions of the Note is not complete and is subject to, and qualified in its entirety by, the provisions of the Note, the\nform of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\n*Interest and Maturity*\n\n \n\nThe Note bears interest at\na rate of 9.0% per annum, payable monthly in arrears. Interest accrues on each tranche from the date the applicable advance is funded\nand is guaranteed for the full term of such tranche. Each tranche of the Note matures on the date that is nine months following the applicable\nadvance date; provided that no tranche may mature later than 24 months following the issue date of the Note.\n\n \n\n*Conversion and Conversion\nLimitations*\n\n \n\nThe Note is convertible, at\nthe holder’s option, at any time, in whole or in part, into shares of the Company’s common stock at an initial conversion\nprice of $2.05 per share, subject to adjustment as provided therein. Subject to the holder’s election, the conversion amount may\ninclude outstanding principal, accrued and unpaid interest, default interest and certain other amounts payable under the Note. The holder’s\nconversion rights are subject to a beneficial ownership limitation of 4.99% of the Company’s outstanding common stock, which limitation\nmay be increased to 9.99% upon prior notice from the holder (or immediately upon notice if the holder is not subject to the reporting\nrequirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as well as the exchange\ncap and stockholder approval provisions set forth in the Note and the Purchase Agreement. Accordingly, the Company may not issue, and\nthe holder may not receive, shares upon conversion of the Note to the extent such issuance would exceed the applicable exchange cap or\notherwise require stockholder approval under the applicable rules of the principal national securities exchange on which the Company’s\ncommon stock is then listed, unless and until such stockholder approval has been obtained.\n\n \n\n*Conversion Price Adjustments*\n\n \n\nWhile the Note is outstanding,\nthe conversion price is subject to customary adjustments for stock splits, stock dividends, recapitalizations, reclassifications and similar\ntransactions. In addition, if the Company issues or sells, or grants or amends securities that are convertible into, exercisable for or\notherwise entitle the holders thereof to acquire shares of the Company’s common stock at an effective price per share below the\nthen-applicable conversion price, subject to certain exceptions, the conversion price will be reduced to such lower effective price. However,\nno such adjustment will become effective on or prior to September 29, 2026. Any adjustment resulting from a dilutive issuance occurring\non or prior to September 29, 2026 will be determined as of the date of such issuance in accordance with the terms of the Note, but will\nautomatically become effective on September 30, 2026, without any further action by the parties. For purposes of such adjustment, securities\ncontaining price reset, floating conversion or exercise price, ratchet or similar price protection features will be deemed to have been\nissued at the lowest effective price resulting from such features. The anti-dilution adjustment is subject to certain exceptions, including\ncertain exempt issuances, sales pursuant to the Company’s at-the-market offering program, and certain qualifying registered public\nofferings. In addition, a qualifying registered public offering will not trigger the anti-dilution adjustment if the Company receives\nat least $5.0 million in gross proceeds in a single closing and prepays the Note in full with the proceeds of such offering, and the Company\nmay effect such prepayment without complying with the otherwise applicable 30-day prior notice requirement.\n\n \n\n*Prepayment*\n\n \n\nThe Company may prepay the\nNote, in whole or in part, prior to its maturity upon at least 30 days’ prior written notice to the holder, by paying an amount\nequal to 110% of the principal amount being prepaid, together with all accrued and unpaid interest thereon and any other amounts then\ndue under the Note. The holder has the right to convert the Note during the 30-day notice period, and if the Company does not complete\nthe prepayment on the date specified in the notice, the prepayment election will be void and the holder’s conversion rights will\nbe reinstated.\n\n \n\n2\n\n \n\n*Events of Default*\n\n \n\nThe Note contains customary\nevents of default, including, among others, failure to pay principal or interest when due, failure to reserve or deliver shares issuable\nupon conversion of the Note, breaches of covenants, representations or warranties, certain monetary judgments or settlements, bankruptcy\nor insolvency events, change of control, cessation of operations, material adverse effects relating to the Company’s assets or intellectual\nproperty, financial statement restatements, delisting of the Company’s common stock, failure to maintain compliance with reporting\nrequirements under the Exchange Act, failure to obtain required stockholder approval and certain other specified corporate or financing-related\nevents.\n\n \n\nUpon the occurrence and during\nthe continuation of an event of default, the outstanding obligations under the Note become immediately due and payable at an amount equal\nto 125% of the then-outstanding obligations, interest accrues at a rate equal to the lesser of 24% per annum or the maximum rate permitted\nby applicable law, and the Company is required to pay a monthly monitoring fee of $10,000 until such event of default is cured or waived.\nIn addition, during the continuation of an event of default, the holder has certain customary enforcement rights and remedies under the\nNote and applicable law.\n\n \n\n*Negative Covenants*\n\n \n\nSo long as any amounts remain\noutstanding under the Note, the Company is subject to customary negative covenants, including limitations on the payment of dividends\nor other distributions on its common stock, subject to limited exceptions for dividends payable solely in common stock and certain spin-off\nor similar separation transactions approved by the Company’s board of directors.\n\n \n\nThe Company is also restricted\nfrom entering into or amending any agreement involving a variable rate transaction, including any issuance of convertible securities with\nconversion or exercise prices that are based on or fluctuate with the trading price of the Company’s common stock or that are subject\nto reset or similar adjustment features, as well as certain equity line of credit or similar arrangements, subject to certain exceptions.\n\n \n\nIn addition, the Company is\nsubject to customary operating restrictions, including limitations on engaging in certain transactions outside the ordinary course of\nbusiness, changing its primary business, entering into specified high-cost or predatory financing arrangements or effecting certain structured\nequity transactions, in each case without the prior consent of the holder. The Company is further restricted from redeeming, repurchasing\nor otherwise acquiring its equity securities, subject to certain exceptions.\n\n \n\nIn addition, the Company is\nrequired to apply proceeds from certain future financings and other specified receipts, including proceeds from future debt and equity\nfinancings and certain other non-operating cash receipts, to the repayment of outstanding obligations under the Note, subject to certain\nexceptions, including equipment financings and certain secured transactions permitted under the Note.\n\n \n\n*Security Interest*\n\n \n\nThe Note is secured by a continuing first-priority security interest\nin substantially all of the Company’s and its subsidiaries’ existing and after-acquired assets, subject to certain exclusions,\nincluding intellectual property assets. Notwithstanding such exclusions, the security interest includes accounts, payment intangibles\nand other rights to payment arising from the sale, license or other disposition of intellectual property. The security interests are memorialized\nin a pledge and security agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n** **\n\n**Terms of the Warrant**\n\n \n\nThe following summary of certain\nterms and provisions of the Warrant is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrant,\nthe form of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\n*Duration and Exercise Price*\n\n \n\nThe Warrant has an initial\nexercise price of $2.85 per share, subject to adjustment as provided therein, and is exercisable in whole or in part at any time from\nthe issuance date through June 30, 2031. The Warrant may be exercised for cash or, in certain circumstances, on a cashless basis.\n\n \n\n3\n\n \n\n*Exercise Price and Warrant\nShare Adjustments*\n\n \n\nThe Warrant is subject to\ncustomary adjustments to the exercise price and number of Warrant Shares for stock splits, stock dividends, recapitalizations, reclassifications\nand similar transactions affecting the Company’s common stock.\n\n \n\nIn addition, if the Company\nissues or sells, or is deemed to issue, securities (or amends existing securities) that are convertible into, exercisable for, or otherwise\nentitle the holder thereof to acquire shares of the Company’s common stock at an effective price per share below the then-applicable\nexercise price, subject to certain exceptions, the exercise price will be reduced to such lower effective price, and the number of Warrant\nShares will be increased proportionately so that the aggregate exercise price remains unchanged. However, no such adjustment will become\neffective on or prior to September 29, 2026. Any adjustment resulting from a Dilutive Issuance occurring on or prior to September 29,\n2026 will be determined as of the date of such Dilutive Issuance in accordance with the terms of the Warrant, but will automatically become\neffective on September 30, 2026, without any further action by the parties. For purposes of such adjustment, securities containing price\nreset, floating conversion or exercise prices, ratchet provisions or similar price protection features will be deemed to have been issued\nat the lowest effective price that could result from the application of such features. The anti-dilution adjustment is subject to certain\nexceptions, including sales pursuant to the Company’s at-the-market offering program, certain exempt issuances and qualifying registered\npublic offerings meeting specified size and structural requirements, provided the Note has been repaid in full.\n\n \n\n*Exercisability*\n\n \n\nThe Warrant is exercisable,\nat the option of the holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment\nin full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise\nas discussed below). The holder may not exercise the Warrant to the extent that, after giving effect to such exercise, the holder and\nits affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock immediately following such exercise.\nThe holder may increase or decrease this limitation upon at least 61 days’ prior written notice to the Company, provided that the\nlimitation may not exceed 9.99% of the Company’s outstanding common stock.\n\n \n\nThe Warrant is also subject\nto customary exchange cap and stockholder approval limitations, such that the Company may not issue shares upon exercise to the extent\nsuch issuance would exceed the applicable exchange cap under the rules of the principal trading market, unless and until required stockholder\napproval is obtained.\n\n \n\n*Cashless Exercise*\n\n \n\nThe Warrant permits cashless\nexercise in certain circumstances following the six-month anniversary of the issuance date. If the market price of the Company’s\ncommon stock exceeds the exercise price and the shares issuable upon exercise are not then registered under an effective registration\nstatement, the holder may elect to exercise on a cashless basis in lieu of paying the exercise price in cash. In such case, the holder\nwill receive a number of shares determined pursuant to the formula set forth in the Warrant.\n\n \n\n*Rights as a Stockholder*\n\n \n\nExcept as otherwise provided\nin the Warrant or by virtue of the holder’s ownership of shares of the Company’s common stock, the holder of the Warrant does\nnot have the rights or privileges of a holder of the Company’s common stock, including any voting rights, until the holder exercises\nthe Warrant.\n\n \n\n*Fundamental Transactions*\n\n \n\nIf, while the Warrant remains\noutstanding, the Company enters into a fundamental transaction (including a merger in which the Company is not the surviving entity, a\nsale of all or substantially all of its assets, a tender or exchange offer accepted by a majority of holders of the Company’s common\nstock, or a reclassification or compulsory share exchange in which the common stock is converted into other securities, cash or property),\nthen upon any subsequent exercise of the Warrant, the holder will be entitled to receive the same number and type of securities, cash\nor other property that a holder of the number of shares of common stock issuable upon exercise of the Warrant immediately prior to such\ntransaction would have been entitled to receive.\n\n \n\nIn addition, the exercise\nprice will be appropriately adjusted to reflect any such consideration, and if holders of common stock are given a choice of consideration\nin the fundamental transaction, the holder will be entitled to the same choice upon exercise. If necessary to give effect to the foregoing,\nthe successor entity will issue a replacement warrant reflecting the applicable successor securities or consideration.\n\n \n\n4\n\n \n\n*Waivers and Amendments*\n\n \n\nThe terms of the Warrant may\nbe amended or waived only by written agreement of both the Company and the holder. Any such amendment or waiver may apply generally or\nin a specific instance and may be effective on either a retroactive or prospective basis.\n\n \n\nThe foregoing descriptions\nof the Purchase Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to\nthe full text of such documents, which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and\nare incorporated herein by reference.\n\n \n\nIn connection with the Private\nPlacement, OSUK assigned to the Investor all right, title and interest in certain assets, including all value added tax (“VAT”)\nrepayments, credits and refunds due or to become due from HM Revenue & Customs, and all research and development (“R&D”)\ntax relief claims, credits, repayments and refunds due or to become due from HM Revenue & Customs. Such assignment covers the full\nactual amounts of such VAT refunds and R&D tax relief claims, including all related rights to payment.\n\n \n\nThe Purchase Agreement contains\ncustomary representations, warranties and covenants by the Company which were made only for the purposes of the Purchase Agreement and\nas of specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon\nby the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information\nregarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or\nits business, and should be read in conjunction with the disclosures in the Company’s reports and other filings with the SEC.\n\n \n\nThis Current Report on Form\n8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any\nstate or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the\nsecurities laws of any such state or jurisdiction."}